Common use of Purchase Consideration Clause in Contracts

Purchase Consideration. The aggregate purchase consideration (the “Purchase Consideration”) to be delivered to the Sellers for the Membership Interests shall consist of the following: (a) The cumulative sum of One Hundred Million Dollars ($100,000,000.00), which sum shall be the initial Closing Date Payment, subject to adjustment as provided in Section 2.04 below; (b) At the Closing, Buyer and each of the Sellers will enter into a restricted stock grant, pursuant to which the Sellers may receive, cumulatively, up to an additional Thirty-Six Million Five Hundred Sixty-Two Thousand Five Hundred Dollars ($36,562,500.00) in shares of AAON Common Stock (the “2021 Contingent Consideration”), with the number of shares comprising the 2021 Contingent Consideration being equal to $36,562,500.00 divided by the AAON Signing VWAP, with the Sellers’ receipt of the 2021 Contingent Consideration subject to the following conditions: (i) Shares of AAON Common Stock representing Twenty-Four Million Three Hundred Seventy-Five Thousand Dollars ($24,375,000.00) of the 2021 Contingent Consideration shall be received, cumulatively, by the Sellers if the Company’s Adjusted EBITDA for calendar year 2021 is Eleven Million One Hundred Thousand Dollars ($11,100,000.00) or greater. Sellers’ receipt of the remaining 2021 Contingent Consideration will be subject to the Company’s Adjusted EBITDA for calendar year 2021 being equal to or in excess of $12,600,000 (the “2021 EBITDA Target”). If there is a Shortfall in the Company’s Adjusted EBITDA for 2021 (i.e., the Company’s Adjusted EBITDA for 2021 is less than $12,600,000), but the Company’s Adjusted EBITDA for 2021 is in excess of $11,100,000, the remaining 2021 Contingent Consideration to be received by Sellers shall be proportionate with respect to the incremental amount of the Company’s Adjusted EBITDA in excess of $11,100,000. If, for example, the Company’s Adjusted EBITDA for 2021 is $11,850,000, then the Sellers would be entitled to $30,468,750 in 2021 Contingent Consideration, and the remaining $6,093,750 in 2021 Contingent Consideration will be available for recapture in 2022 (and only in 2022) as described below. Any of the 2021 Contingent Consideration not earned and which is not recaptured based on the Company’s Adjusted EBITDA for 2022, as described below, shall be forfeited. (ii) The Sellers’ receipt of the 2021 Contingent Consideration shall also be subject to the terms and conditions of the Restricted Stock Grants.

Purchase Consideration. The aggregate purchase In consideration (the “Purchase Consideration”) to be delivered to the Sellers for the Membership Interests shall consist of the following: purchase of the Assets and each Seller's and each Stockholder's covenants and agreements set forth in this Agreement, Buyer agrees (a) The cumulative sum to pay to Sellers an aggregate amount of One Hundred Million Dollars cash equal to the Cash Consideration, of which ($100,000,000.00), which sum i) an amount equal to the Cash Consideration less the Cash Holdback shall be delivered on the initial Closing Date Paymentand (ii) the Cash Holdback shall become an element of the Holdback Amount and, upon the terms and subject to adjustment as provided the conditions specified in Section 2.04 below; 11, be delivered promptly after the Determination Date and (b) At to issue to Sellers the ClosingShare Consideration for distribution to the Investor, of which (x) a number of shares of Parent Common Stock equal to the Share Consideration less the Shares Holdback will be delivered on the Closing Date and (y) the Shares Holdback shall become an element of the Holdback Amount and, upon the terms and subject to the conditions specified in Section 11, be delivered promptly after the Determination Date. Notwithstanding the foregoing, Buyer and each shall have the right, in its sole discretion, to pay to Sellers, in lieu of issuing the Share Consideration pursuant to clause (b) of the Sellers will enter into a restricted stock grantimmediately preceding sentence, pursuant an aggregate amount of cash equal to which the Sellers may receive, cumulatively, up to an additional Thirty-Six $2,516,968 (Two Million Five Hundred Sixteen Thousand Nine Hundred Sixty-Two Thousand Five Hundred Dollars ($36,562,500.00) in shares of AAON Common Stock (the “2021 Contingent Consideration”Eight Dollars), with of which $2,091,968 (Two Million Ninety-One Thousand Nine Hundred Sixty-Eight Dollars) shall be delivered on the number of shares comprising Closing Date and $425,000 (Four Hundred Twenty-Five Thousand Dollars) shall constitute the 2021 Contingent Consideration being equal to $36,562,500.00 divided by Shares Holdback and, upon the AAON Signing VWAP, with the Sellers’ receipt of the 2021 Contingent Consideration terms and subject to the following conditions: (i) conditions specified in Section 11, delivered promptly after the Determination Date. The Parties agree that all Shares of AAON Parent Common Stock representing Twenty-Four Million Three Hundred Seventy-Five Thousand Dollars acquired by the Investor pursuant to this Agreement ($24,375,000.00) including, without limitation, any shares of Parent Common Stock constituting a portion of the 2021 Contingent Consideration shall be received, cumulatively, by the Sellers if the Company’s Adjusted EBITDA for calendar year 2021 is Eleven Million One Hundred Thousand Dollars ($11,100,000.00) or greater. Sellers’ receipt of the remaining 2021 Contingent Consideration will be subject to the Company’s Adjusted EBITDA for calendar year 2021 being equal to or in excess of $12,600,000 (the “2021 EBITDA Target”Shares Holdback). If there is a Shortfall in the Company’s Adjusted EBITDA for 2021 (i.e., the Company’s Adjusted EBITDA for 2021 is less than $12,600,000), but the Company’s Adjusted EBITDA for 2021 is in excess of $11,100,000, the remaining 2021 Contingent Consideration to be received by Sellers shall be proportionate with respect to the incremental amount of the Company’s Adjusted EBITDA in excess of $11,100,000. If, for example, the Company’s Adjusted EBITDA for 2021 is $11,850,000, then the Sellers would be entitled to $30,468,750 in 2021 Contingent Consideration, and the remaining $6,093,750 in 2021 Contingent Consideration will be available for recapture in 2022 (and only in 2022) as described below. Any of the 2021 Contingent Consideration not earned and which is not recaptured based on the Company’s Adjusted EBITDA for 2022, as described below, shall be forfeiteddeemed to have been acquired by the Investor on the Closing Date for purposes of Rule 144(d)(3)(iii) under the Securities Act. (ii) The Sellers’ receipt of the 2021 Contingent Consideration shall also be subject to the terms and conditions of the Restricted Stock Grants.